ContractSubordination Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
THIS NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS AND OBLIGATIONS OWING FROM MAKER TO LENDERS AND AFFILIATES OF LENDERS UNDER THE REVOLVING CREDIT AND SECURITY AGREEMENT (THE “CREDIT FACILITY”) TO BE ENTERED INTO AMONG MAKER, CERTAIN AFFILIATES OF MAKER, THE LENDERS PARTY THERETO, AND PNC BANK, NATIONAL ASSOCIATION, AS AGENT FOR THE LENDERS (THE “AGENT”) (AS SUCH CREDIT AGREEMENT MAY BE AMENDED OR MODIFIED FROM TIME TO TIME), AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT TO BE ENTERED INTO AMONG MAKER, THE AGENT, NOTEHOLDER AND THE OTHER PARTIES THERETO IN THE FORM ATTACHED HERETO AS EXHIBIT A (AS AMENDED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”).
ContractConverting Note • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York
THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES LAWS. IT MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION SHALL BE AVAILABLE.
SECOND ADDENDUM TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This second addendum (this “Second Addendum”) to share sale and purchase agreement entered into among the Parties (as defined below) on December 2, 2015 (the “Agreement”), as amended by the Addendum to Share Sale and Purchase Agreement dated March 1, 2016 (the “First Addendum”), has been made on March 3, 2016, by and among:
Note Sale and Purchase AgreementAnd Purchase Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment
ADDENDUM TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment
This addendum (the “Addendum”) to share sale and purchase agreement entered into between the Parties (as defined below) on December 2, 2015 (the “Agreement”) has been made on March 1, 2016 by and among:
SHAREHOLDER SUPPORT AGREEMENT by and among Ampco-Pittsburgh Corporation, Altor Fund II GP Limited, and any other person that becomes signatory hereto Dated as of March 3, 2016Shareholder Support Agreement • March 7th, 2016 • Ampco Pittsburgh Corp • Pumps & pumping equipment • Pennsylvania
This SHAREHOLDER SUPPORT AGREEMENT, dated as of March 3, 2016 (this “Agreement”), is by and among Ampco-Pittsburgh Corporation, a Pennsylvania corporation, having its principal office at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106, USA (“Ampco” or the “Company”), Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey, having its principal office at 11-15 Seaton Place, St Helier, Jersey JE4 0QH Channel Islands, as general partner of Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No. 2) Limited Partnership, Altor Fund II (No. 3) Limited Partnership and as investment manager to Altor Fund II (No. 4) Limited (“Altor”), and any Person who becomes a party pursuant to this Agreement.
